Form Type: 4

SEC EDGAR Link
Accession Number:0001476204-22-000066
Date:2022-05-04
Issuer: PHILLIPS EDISON & COMPANY, INC. (PECO)
Original Submission Date:

Reporting Person:

EDISON JEFFREY
11501 NORTHLAKE DRIVE
CINCINNATI, OH 45249

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
OP UNITS 0.0 2022-05-04 deemed execution date A 29,556 (a) common stock 29,556 $0.00 3,128,038 direct
OP UNITS 0.0 2022-05-04 deemed execution date A 26,471 (a) common stock 26,471 $0.00 3,154,509 direct
CLASS C UNITS 0.0 2022-05-04 deemed execution date A 26,471 (a) common stock 26,471 $0.00 26,471 direct
CLASS C UNITS 0.0 2022-05-04 deemed execution date A 4,799 (a) common stock 4,799 $0.00 4,799 direct
CLASS C UNITS 0.0 2022-05-04 deemed execution date A 5,892 (a) common stock 5,892 $0.00 5,892 direct
OP UNITS 0.0 deemed execution date 0 ( ) common stock 2,424,406 $0.00 2,424,406 indirect by jeffrey edison family trust
OP UNITS 0.0 deemed execution date 0 ( ) common stock 1,134,215 $0.00 1,134,215 indirect by edison properties llc
OP UNITS 0.0 deemed execution date 0 ( ) common stock 500,593 $0.00 500,593 indirect by spouse's family trust
OP UNITS 0.0 deemed execution date 0 ( ) common stock 431,233 $0.00 431,233 indirect by edison family trust
OP UNITS 0.0 deemed execution date 0 ( ) common stock 330,667 $0.00 330,667 indirect by edison ventures trust
OP UNITS 0.0 deemed execution date 0 ( ) common stock 276,927 $0.00 276,927 indirect by old 97, inc
OP UNITS 0.0 deemed execution date 0 ( ) common stock 211,266 $0.00 211,266 indirect by spouse's trust
OP UNITS 0.0 deemed execution date 0 ( ) common stock 60,583 $0.00 60,583 indirect by father's trust
Footnotes
IDfootnote
f1 limited partnership interests ("op units") in phillips edison grocery center operating partnership i, l.p., a delaware limited partnership ("peco op") are exchangeable, at the election of the holder, for cash equal to the fair market value of one share of the issuer's common stock or, at the option of peco op, shares of the issuer's common stock on a one-for-one basis, and have no expiration date.
f2 represents op units earned based upon the issuer's achievement of the nav modifier performance metrics under the 2018-2020 performance-based ltip units.
f3 represents op units earned based upon the issuer's achievement of the nav modifier performance metrics under the 2019-2021 performance-based ltip units.
f4 this form 4 reflects the corrected number of op units held. the form 4 filed on march 1, 2022, reported earning 52,942 op units upon satisfaction of the performance metrics under the 2019-2021 performance-based ltip units, when in fact only 26,471 op units were earned and the remaining 26,471 ltip units earned were in the form of earned but unvested class c units that vest on december 31, 2022, subject to continued service with the company. in addition, the march 1, 2022 form 4 erroneously identified the 4,498.8 units issued in lieu of cash dividend as class b units, when they were earned class c units, 50% of which were vested and 50% of which vest on december 31, 2022, subject to continued service with the company.
f5 reflects total shares held by the entity, and as to which mr. edison has shared voting and dispositive power. mr. edison disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
f6 represents class c units of limited partnership interests ("class c units") in peco op. at issuance, the class c units do not have full parity with the op units, but upon achieving parity with the op units under the peco op's partnership agreement, based upon capital account balance per unit, and upon satisfaction of any applicable vesting conditions, the class c units convert to op units on a one-for-one basis. the class c units have no expiration date.
f7 represents class c units earned based upon the issuer's achievement of the nav modifier performance metrics under the 2019-2021 performance-based ltip units which will vest in full on december 31, 2022, subject to continued service with the company.
f8 represents vested and earned class c units issued in lieu of cash dividends accrued on the nav modifier performance units under the 2018-2020 performance-based ltip.
f9 represents 2,945.787 vested, and 2,945.787 unvested, earned class c units issued in lieu of cash dividends accrued on the nav modifier performance units under the 2019-2021 performance-based ltip. the unvested class c units will vest in full on december 31, 2022, subject to continued service with the company.

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